-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, AWcNAyydTa6bNahzN/L84V0ktDKRJoUCJa/48Awv75Mok2cw0ITnoBf6jvndynih 8pFEVK0pkBMrtVdo8D4sxQ== 0000950112-94-002143.txt : 19940816 0000950112-94-002143.hdr.sgml : 19940816 ACCESSION NUMBER: 0000950112-94-002143 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940815 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CYANAMID CO CENTRAL INDEX KEY: 0000004829 STANDARD INDUSTRIAL CLASSIFICATION: 2800 IRS NUMBER: 130430890 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17398 FILM NUMBER: 94544473 BUSINESS ADDRESS: STREET 1: 1 CYANAMID PLAZA CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 2018312000 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CYANAMID/ME DATE OF NAME CHANGE: 19930928 FORMER COMPANY: FORMER CONFORMED NAME: CYANAMID DATE OF NAME CHANGE: 19930928 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CYANAMID CO DATE OF NAME CHANGE: 19930928 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOME PRODUCTS CORP CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: 2834 IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 201-660-5000 SC 14D1/A 1 AMERICAN HOME PRODUCTS CORPORATION - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ AMERICAN CYANAMID COMPANY (Name of Subject Company) AC ACQUISITION CORP. AMERICAN HOME PRODUCTS CORPORATION (Bidder) COMMON STOCK, $5.00 PAR VALUE PER SHARE (Title of Class of Securities) 025321100 (CUSIP Number of Class of Securities) LOUIS L. HOYNES, JR. SENIOR VICE PRESIDENT AND GENERAL COUNSEL AMERICAN HOME PRODUCTS CORPORATION FIVE GIRALDA FARMS MADISON, NEW JERSEY 07940 TELEPHONE: (201) 660-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) COPY TO: CHARLES I. COGUT, ESQ. SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 TELEPHONE: (212) 455-2000 PAGE 1 OF PAGES THE EXHIBIT INDEX IS LOCATED ON PAGE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 1 amends and supplements the Tender Offer Statement Schedule 14D-1 filed on August 10, 1994 (as amended, the "Schedule 14D-1") relating to the offer by AC Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of American Home Products Corporation, a Delaware corporation (the "Parent"), to purchase all of the outstanding shares of Common Stock, $5.00 par value per share (the "Shares"), of American Cyanamid Company, a Maine corporation (the "Company"), and (unless and until the Purchaser declares that the Rights Condition as defined in the Offer to Purchase referred to below is satisfied) the associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement dated as of March 10, 1986, as amended as of April 29, 1986 and as of April 21, 1987, between the Company and Mellon Bank, N.A., as successor Rights Agent, at a purchase price of $95.00 per Share (and associated Right), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 10, 1994 (the "Offer to Purchase"), and in the related Letter of Transmittal. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. Item 3(b) of the Schedule 14D-1 is hereby amended and supplemented as follows: On August 15, 1994, the Parent issued a press release, the full text of which is set forth in Exhibit (a)(10) and incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented to add the following: (a)(10) Press Release issued by the Parent on August 15, 1994. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. AMERICAN HOME PRODUCTS CORPORATION By: /s/ ROBERT G. BLOUNT .................................. Name: Robert G. Blount Title: Executive Vice President and Chief Financial Officer AC ACQUISITION CORP. By: /s/ ROBERT G. BLOUNT .................................. Name: Robert G. Blount Title: Vice President Date: August 15, 1994 3 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - --------- --------------------------------------------------------------------------------------------- --------- (a)(10) Press Release issued by the Parent on August 15, 1994........................................
4 EX-99.(A)(10) 2 FOR IMMEDIATE RELEASE: Contact: John R. Considine (201) 660-6429 AMERICAN HOME PRODUCTS PREPARED TO PAY $100 PER SHARE IN FRIENDLY TRANSACTION Madison, N.J., August 15, 1994 -- American Home Products Corporation (NYSE:AHP) announced today that it has proposed to the American Cyanamid Company that it will pay $100 per share for American Cyanamid if the Cyanamid Board agrees to the transaction by the close of business on Tuesday, August 16. AHP indicated that it would proceed with its pending tender offer at $95 per share if American Cyanamid does not accept its proposal on Tuesday. The text of the letter from Mr. John R. Stafford, Chairman and Chief Executive Officer of American Home Products Corporation, to Mr. Albert J. Costello, Chairman and Chief Executive Officer of American Cyanamid Company, is set forth below: August 15, 1994 VIA TELECOPIER -------------- Mr. Albert J. Costello Chairman and Chief Executive Officer American Cyanamid Company One Cyanamid Plaza Wayne, New Jersey 07470 Dear Al: I appreciated the opportunity to meet with you yesterday to discuss our proposal to acquire American Cyanamid. I regret the apparent misunderstanding concerning the terms of an agreement which you would recommend to your Board. While we have always believed that our $95 per share offer represented a full and fair price, as I stated last night, we were willing to propose an increase of that price to $100 on the basis of our belief that such an increase would permit us to reach agreement and proceed rapidly to conclude a transaction supported by both companies. So that there can be no further misunderstanding, I would like to clarify our position to you and your Board. Our Board of Directors has today authorized me to advise you that we will pay $100 per share, subject to the following conditions: (i) the American Cyanamid Board of Directors accepts this proposal by the close of business on Tuesday, August 16; and (ii) a definitive merger agreement containing customary provisions for a transaction of this nature is executed by the close of business on Friday, August 19. If our proposal is not accepted by your Board of Directors, we will proceed with our pending tender offer at $95 per share. We continue to believe that our acquisition of American Cyanamid is in the best interests of the stockholders of both companies, and we would look forward to your cooperation in proceeding together to a speedy conclusion of the transaction. I look forward to your response. Sincerely, Jack Stafford ##### -----END PRIVACY-ENHANCED MESSAGE-----